Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
05 March 2024 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x |
|
Filed by a Party other than the Registrant
¨ |
|
Check the appropriate box: |
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
x |
Soliciting Material under §240.14a-12 |
|
United States Steel Corporation |
(Name of Registrant as Specified In Its Charter) |
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
|
Payment of Filing Fee (Check the appropriate box): |
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
The following email was sent to employees of United States Steel Corporation on March 4, 2024:
| From: Office of the CEO Bcc: "MassEmail-CorpComm-ActiveUSNonUnionEmps@uss.com"; "MassEmail-CorpComm-ActiveUSUnionEmps@uss.com"; MassEmailCorpCommBigRiverSteel@uss.com; Office of the CEO
Subject: The Facts About NSC and the USW
Date: Monday, March 4, 2024 8:29:00 AM
Attachments: image001.png
TO: U.S.-based employees
DATE: March 4, 2024
Dear Colleagues,
You may have seen a recent letter from the USW about our pending transaction with Nippon Steel
Corporation (NSC), in particular, a letter that NSC sent to the USW regarding NSC’s commitments
under our union contracts and to our unionized employees.
We continue to believe that the transaction will be a great outcome for you and your families, as
well as our company, our communities, and our country, and want you to have the most accurate
information.
You can find the NSC letter on our site bestdealforamericansteel.com, and we want to clarify the
record.
Here are the facts:
1. NSC has recognized the USW as the bargaining representative for the USW-represented
employees of U. S. Steel and assumed all USW agreements, including the BLA, effective as
of the closing. Furthermore, to support these undertakings, NSC, which has a market
capitalization of over $23 billion and an investment-grade credit rating, has assured the
USW that it has the financial wherewithal to ensure that U. S. Steel will continue to honor
all commitments in all USW agreements as applied to the USW-represented employees at
U. S. Steel, including the BLA and pension, health and welfare plans, and agreements.
2. U. S. Steel will continue to be bound by the BLA. USW-represented members will continue
receiving their paychecks, profit sharing, and benefits from U. S. Steel, pursuant to the BLA.
As noted, USW members are well positioned to benefit from the support of a much larger |
| organization and enhanced creditworthiness from NSC’s investment-grade credit ratings.
3. NSC has committed to honoring the BLA between U. S. Steel and the USW and recognized
the USW as the bargaining representative for USW-represented employees. The NSC letter
confirmed that NSC will assume the obligations under the BLA and all other agreements with
the USW. NSC has also committed that no layoffs will occur as a result of this transaction.
4. NSC plans to invest capital in U. S. Steel. This investment will bring additional resources and
expertise to support investment in American-made steel especially to our blast furnace
operations and our vital electric steel capabilities. These new capital and technological
advances will create new opportunities for U. S. Steel’s workforce and increase the
competitiveness of the American steel industry.
5. NSC has been operating in the United States for almost 40 years. It has locations in six
states and a proven record of operating and investing in steel mill facilities in America. In
fact, they already employ approximately 620 USW-represented employees in the United
States.
6. NSC’s U.S. operations are subject to the same strict laws and regulations as all other
companies operating in the United States. Nothing will change in this regard at U. S. Steel.
7. There will be no changes to the way U. S. Steel profitability is measured, how profit
sharing is calculated or how information will be shared with the USW.
8. Retirement assets for employees are secure. U. S. Steel’s defined benefit pension plan is
currently funded. No additional company contributions are expected for at least the next
five years. In addition, the Voluntary Employee Benefit Association (VEBA), which covers
retiree healthcare, is currently over funded and no additional contributions are planned or
necessary. U. S. Steel will continue to make its contractual and legally required contributions
to the Steelworkers Pension Trust (SPT), as it has been doing since 2003.
9. This transaction will deliver clear benefits to U. S. Steel’s stakeholders. Specifically, the
transaction will enable U. S. Steel to:
Incorporate cutting-edge NSC technologies to create the best steelmaker with world-leading capabilities;
Retain our iconic name, brand and headquarters in Pittsburgh, PA and protect
corporate jobs in the area;
Accelerate innovation, decarbonization, and digitization at U. S. Steel, which will lead
to new opportunities for U. S. Steel employees;
Unlock more for our customers through expanded capabilities, value, and innovation
and a global platform;
Create growth to deliver enhanced profitability and long-term value; and
Remain a productive member of the communities in which we work and live.
We are pleased that the Committee on Foreign Investment in the United States (CFIUS) will give |
| this transaction "serious scrutiny." We are confident the review will confirm that this transaction
strengthens national security, challenges Chinese steel dominance, and creates investments to
protect and create jobs with steel that is mined, melted, and made in the USA.
We will continue to keep you informed and will share important developments. Thank you, as
always, for putting safety first and for adhering to our S.T.E.E.L. Principles. Together with Nippon
Steel, we will build the world’s best steel company.
Now let’s get back to work … safely.
Best,
Dave |
The
following materials were first displayed by United States Steel Corporation on digital screens
in the company’s facilities on March 4, 2024: | The Facts About Our Transaction
with Nippon Steel
Read a new message
from Dave Burritt
detailing some facts
about Nippon Steel and
the United Steelworkers. |
The following materials were first posted by United States Steel Corporation to its internal company news application, X App, on March 4, 2024: | 3.4.24
8:30 AM ET
1 USS Associate Letter re: USW Letter
2 Version posted to X App platform for employees
3
4 Date & time posted: March 4, 2024, 8:30 a.m. Eastern
5
6 Headline: Burritt: The Facts About NSC and the USW
7
8 Visual:
9
10
11
12 Description: Click to read a message from President & CEO Dave Burritt sharing some facts about a
13 recent letter from the United Steelworkers about our pending transaction with Nippon Steel
14 Corporation (NSC).
15
16 Body copy:
17
18 Dear Colleagues,
19
20 You may have seen a recent letter from the USW about our pending transaction with Nippon Steel
21 Corporation (NSC), in particular, a letter that NSC sent to the USW regarding NSC’s commitments under
22 our union contracts and to our unionized employees.
23
24 We continue to believe that the transaction will be a great outcome for you and your families, as well as
25 our company, our communities, and our country, and want you to have the most accurate information.
26
27 You can find the NSC letter on our site bestdealforamericansteel.com, and we want to clarify the record.
28
29 Here are the facts:
30
31 1) NSC has recognized the USW as the bargaining representative for the USW-represented
32 employees of U. S. Steel and assumed all USW agreements, including the BLA, effective as of
33 the closing. Furthermore, to support these undertakings, NSC, which has a market capitalization
34 of over $23 billion and an investment-grade credit rating, has assured the USW that it has the
35 financial wherewithal to ensure that U. S. Steel will continue to honor all commitments in all
36 USW agreements as applied to the USW-represented employees at U. S. Steel, including the BLA
37 and pension, health and welfare plans, and agreements. |
| 3.4.24
8:30 AM ET
38
39 2) U. S. Steel will continue to be bound by the BLA. USW-represented members will continue
40 receiving their paychecks, profit sharing, and benefits from U. S. Steel, pursuant to the BLA. As
41 noted, USW members are well positioned to benefit from the support of a much larger
42 organization and enhanced creditworthiness from NSC’s investment-grade credit ratings.
43
44 3) NSC has committed to honoring the BLA between U. S. Steel and the USW and recognized the
45 USW as the bargaining representative for USW-represented employees. The NSC letter
46 confirmed that NSC will assume the obligations under the BLA and all other agreements with the
47 USW. NSC has also committed that no layoffs will occur as a result of this transaction.
48
49 4) NSC plans to invest capital in U. S. Steel. This investment will bring additional resources and
50 expertise to support investment in American-made steel especially to our blast furnace
51 operations and our vital electric steel capabilities. These new capital and technological advances
52 will create new opportunities for U. S. Steel’s workforce and increase the competitiveness of the
53 American steel industry.
54
55 5) NSC has been operating in the United States for almost 40 years. It has locations in six states
56 and a proven record of operating and investing in steel mill facilities in America. In fact, they
57 already employ approximately 620 USW-represented employees in the United States.
58
59 6) NSC’s U.S. operations are subject to the same strict laws and regulations as all other
60 companies operating in the United States. Nothing will change in this regard at U. S. Steel.
61
62 7) There will be no changes to the way U. S. Steel profitability is measured, how profit sharing is
63 calculated or how information will be shared with the USW.
64
65 8) Retirement assets for employees are secure. U. S. Steel’s defined benefit pension plan is
66 currently funded. No additional company contributions are expected for at least the next five
67 years. In addition, the Voluntary Employee Benefit Association (VEBA), which covers retiree
68 healthcare, is currently over funded and no additional contributions are planned or necessary.
69 U. S. Steel will continue to make its contractual and legally required contributions to the
70 Steelworkers Pension Trust (SPT), as it has been doing since 2003.
71
72 9) This transaction will deliver clear benefits to U. S. Steel’s stakeholders. Specifically, the
73 transaction will enable U. S. Steel to:
74
75 • Incorporate cutting-edge NSC technologies to create the best steelmaker with world-76 leading capabilities;
77 • Retain our iconic name, brand and headquarters in Pittsburgh, PA and protect corporate
78 jobs in the area;
79 • Accelerate innovation, decarbonization, and digitization at U. S. Steel, which will lead to
80 new opportunities for U. S. Steel employees;
81 • Unlock more for our customers through expanded capabilities, value, and innovation
82 and a global platform;
83 • Create growth to deliver enhanced profitability and long-term value; and
84 • Remain a productive member of the communities in which we work and live. |
| 3.4.24
8:30 AM ET
85
86 We are pleased that the Committee on Foreign Investment in the United States (CFIUS) will give this
87 transaction "serious scrutiny." We are confident the review will confirm that this transaction
88 strengthens national security, challenges Chinese steel dominance, and creates investments to protect
89 and create jobs with steel that is mined, melted, and made in the USA.
90
91 We will continue to keep you informed and will share important developments. Thank you, as always,
92 for putting safety first and for adhering to our S.T.E.E.L. Principles. Together with Nippon Steel, we will
93 build the world’s best steel company.
94
95 Now let’s get back to work … safely.
96
97 Best,
98
99 Dave |
Additional Information and Where to Find It
This communication relates to the proposed transaction between the
United States Steel Corporation (the “Company”) and Nippon Steel Corporation (“NSC”). In connection
with the proposed transaction, the Company has filed and will file relevant materials with the United States Securities and Exchange Commission
(“SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”),
a revised preliminary version of which was filed with the SEC on February 23, 2024. The information in the revised preliminary Proxy Statement
is not complete and may be changed. Any further amendments to the preliminary Proxy Statement and the definitive Proxy Statement will
be filed with the SEC and delivered to stockholders of the Company. The Company may also file other documents with the SEC regarding the
proposed transaction. This communication is not a substitute for the Proxy Statement or for any other document that may be filed with
the SEC in connection with the proposed transaction. The proposed transaction will be submitted to the Company’s stockholders for
their consideration. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (A REVISED PRELIMINARY FILING OF WHICH HAS BEEN MADE WITH THE SEC), AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED TRANSACTION.
The Company’s stockholders will be able to obtain free copies
of the revised preliminary Proxy Statement, any further amendments to the preliminary Proxy Statement and the definitive Proxy Statement
(such further amendments and the definitive Proxy Statement if and when they are available), as well as other documents containing important
information about the Company, NSC and the proposed transaction once such documents are filed with the SEC, without charge, at the SEC’s
website (www.sec.gov). Copies of the Proxy Statement and the other documents filed with the SEC by the Company can also be obtained,
without charge, by directing a request to United States Steel Corporation, 600 Grant Street, Pittsburgh, Pennsylvania 15219, Attention:
Corporate Secretary; telephone 412-433-1121, or from the Company’s website www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect
of the proposed transaction. Information regarding the directors and executive officers of the Company who may, under the rules of the
SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, including
a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, a revised
preliminary version of which was filed with the SEC on February 23, 2024. Information about these persons is included in each company’s
annual proxy statement and in other documents subsequently filed with the SEC, and was included in the revised preliminary version of
the Proxy Statement filed with the SEC. Free copies of the Proxy Statement and such other materials may be obtained as described in the
preceding paragraph.
Forward-Looking Statements
This communication contains information regarding the Company and NSC
that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act
of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements
by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,”
“future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion
of, among other things, statements expressing general views about future operating or financial results, operating or financial performance,
trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and
operational cash improvements and changes in the global economic environment, the construction or operation of new or existing facilities
or capabilities, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the proposed transaction,
including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that
a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent
only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many
of which, by their nature, are inherently uncertain and outside of the Company’s or NSC’s control. It is possible that the
Company’s or NSC’s actual results and financial condition may differ, possibly materially, from the anticipated results and
financial condition indicated in these forward-looking statements. Management of the Company or NSC, as applicable, believes that these
forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such
forward-looking statements because such statements speak only as of the date when made. In addition, forward looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from the Company’s or NSC’s historical
experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties
to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental
and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise
to the termination of the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”);
the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and uncertainties related to
securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions
to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations
due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s
ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction
could have adverse effects on the market price of the Company’s common stock or NSC’s common stock or American Depositary
Receipts; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to
the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the
Company or NSC to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees,
stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction
could distract management of the Company. The Company directs readers to its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023 and Form 10-K for the year ended December 31, 2023, and the other documents it files with the SEC for other risks associated
with the Company’s future performance. These documents contain and identify important factors that could cause actual results to
differ materially from those contained in the forward-looking statements. Risks related to NSC’s forward-looking statements include,
but are not limited to, changes in regional and global macroeconomic conditions, particularly in Japan, China and the United States; excess
capacity and oversupply in the steel industry; unfair trade and pricing practices in NSC’s regional markets; the possibility of
low steel prices or excess iron ore supply; the possibility of significant increases in market prices of essential raw materials; the
possibility of depreciation of the value of the Japanese yen against the U.S. dollar and other major foreign currencies; the loss of market
share to substitute materials; NSC’s ability to reduce costs and improve operating efficiency; the possibility of not completing
planned alliances, acquisitions or investments, or such alliances, acquisitions or investments not having the anticipated results; natural
disasters and accidents or unpredictable events which may disrupt NSC’s supply chain as well as other events that may negatively
impact NSC’s business activities; risks relating to CO2 emissions and NSC’s challenge for carbon neutrality; the economic,
political, social and legal uncertainty of doing business in emerging economies; the possibility of incurring expenses resulting from
any defects in our products or incurring additional costs and reputational harm due to product defects of other steel manufacturers; the
possibility that we may be unable to protect our intellectual property rights or face intellectual property infringement claims by third
parties; changes in laws and regulations of countries where we operate, including trade laws and tariffs, as well as tax, environmental,
health and safety laws; and the possibility of damage to our reputation and business due to data breaches and data theft. All information
in this communication is as of the date above. Neither the Company nor NSC undertakes any duty to update any forward-looking statement
to conform the statement to actual results or changes in the Company’s or NSC’s expectations whether as a result of new information,
future events or otherwise, except as required by law.
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